MITU Resources Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

AGREEMENT 

This agreement made and entered into the 12th day of May, 2014,
by and between Action Stock Transfer Corporation hereinafter referred to as
Action and MITU Resources Inc., hereinafter referred to as the Company. 

WHEREFORE: 

1. Action shall be and is hereby appointed Transfer Agent and
Registrar for the securities of the Company. 

2. An authorized officer of the Company shall file the
following with Action before Action commences to act as Transfer Agent: 

A. A copy of the Articles of
Incorporation of the Company and all amendments thereto, and a copy of the
Certificate of Incorporation as issued by the State of Incorporation. 

B. A copy of the by-laws of the Company
incorporating all amendments thereto. 

C. Specimens of all forms of
outstanding certificates for securities of the Company, in the forms approved by
the Board of Directors. 

D. A list of all outstanding securities
together with a statement that future transfers may be made without restriction
on all securities, except as to securities subject to a restriction noted on the
face of said securities and in the corporate stock records. 

E. A list of all shareholders deemed to
be considered "insiders" or "control persons" as defined in the Securities Act
of 1933 & 1934 and other acts of Congress and rules and regulations of the
United States Securities and Exchange Commission when applicable. 

F. The names and specimen signatures of
all officers who are and have been authorized to sign certificates for
securities on behalf of the Company and the names and addresses of any other
Transfer Agents or Registrars of securities of the Company. 

G. A copy of the resolution of the
Board of Directors of the Company authorizing the execution of this Agreement
and approving the terms and conditions herein. 

H. A certificate as to the authorized
and outstanding securities of the Company, its address to which notices may be
sent, the names and specimen signatures of the Company's officers who are
authorized to sign instructions or requests to the Transfer Agent on behalf of
this Company, and the name and address of legal counsel to this Company. 

I. In the event of any future amendment
or change in respect of any of the foregoing, prompt written notification of
such change, together with copies of all relevant resolutions, instruments or
other documents, specimen signatures, certificates, opinions or the like as the
Transfer Agent may deem necessary or appropriate. 

3. Action, as Transfer Agent, shall make original issues of
securities upon the written request of the Company and upon being furnished with
a copy of a resolution of the Board of Directors of the Company authorizing such
issue certified by the Corporate Secretary. 

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4. The Company hereby authorizes Action to print from time to
time, certificates as may be needed by it to perform regular transfer duties;
not to exceed 200 without prior written approval of the Company, with such costs
being paid in advance by the Company. Such certificates shall be signed by
facsimile signatures of officers of the Company authorized by law or the by-laws
of the Company to sign certificates and if required, shall bear the corporate
seal of the Company or a facsimile thereof. 

5. Transfer of securities shall be made and effected by Action
and shall be registered and new certificates issued upon surrender of the old
certificates, in form deemed by Action properly endorsed for transfer, with all
necessary endorser's signatures guaranteed in such manner and form as Action
requires by a guarantor reasonably believed by Action to be responsible
accompanied by such assurances as Action shall deem necessary or appropriate to
evidence the genuineness and effectiveness of such necessary endorsement, and
satisfactory evidence of compliance with all applicable laws relating to
collection of taxes, if any. That all transfer of securities and issuance and
certificates shall be at a fee chargeable by Action at its discretion. Such fee
to be paid by such person, persons, firms or corporations requesting such
transfer. 

6. In registering transfers, Action may rely upon the Uniform
Commercial Code or any other statute which in the opinion of Counsel protects
Action and the Company in not requiring complete documentation in registering
transfer without inquiry into adverse claims, in delaying registration for
purposes of such inquiry, or in refusing registration wherein its judgment and
adverse claims require such refusal. The Company agrees to hold Action harmless
from any liability resulting from instructions issued by the Company. 

7. When mail is used for delivery of certificates, Action shall
forward certificates in "non- negotiable" form by first class, registered or
certified mail. 

8. Action, as Transfer Agent, may issue new certificates in
place of certificates represented to have been lost, destroyed, or stolen, upon
receiving indemnity satisfactory to Action, and may issue new certificates in
exchange for, and upon surrender of mutilated certificates. 

9. In case of any request of demand for the inspection of the
records of the Company held by Action, Action shall endeavor to notify the
Company and to secure instructions as to permitting or refusing such inspection.
However, Action may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so. 

10. In case any officer of the Company who shall have signed
manually or whose facsimile signature shall have been affixed to blank
certificates shall die, resign, or be removed prior to the issuance of such
certificates, Action may issue and register such certificates as the
certificates of the Company notwithstanding such death, resignation, or removal;
and the Company shall file promptly with Action such approval, adoption, or
ratification as may be required by law. 

11. Action shall maintain customary records in connection with
its agency, all of which shall be available for inspection by the Company at all
reasonable times. 

12. Action is authorized by the Company to use its own judgment
in matters affecting its duties as Transfer Agent, and in its discretion may
apply to and act upon instructions of its own counsel or of the counsel of the
Company in respect to any questions arising in connection with such agency, all
legal fees to be at the expense of the Company and Action is hereby relieved of
any responsibility to the Company and is indemnified by the Company as to any
responsibility to third persons, for action taken in accordance with advice of
such counselor its own judgment, remaining liable only for its own willful
default or misconduct. 

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13. Action shall be indemnified by the Company for any acts of
Action based upon: 

A. Any paper or document reasonably
believed by it to be genuine and to have been signed by the proper person or
persons; and 

B. Its recognition of certificates
which it reasonably believes to bear the proper manual or facsimile signatures
of the officers of the Company and the proper counter-signature of the Transfer
Agent. 

14. Action shall not be held to have notice of any change of
authority of any officer, employee or agent of the Company until receipt of
written notification thereof from the Company. 

15. So long as Action has acted in good faith and with
due diligence and without negligence, the Company shall assume full
responsibility and shall indemnify Action and save it harmless from and
against all actions and suits, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, counsel fees, payments.
expenses and liabilities arising directly or indirectly out of agency
relationship to the Company. Action shall not he under any obligation to
prosecute or to defend any action or suit in respect of such agency relationship
which. in opinion of its counsel, may involve it in expense or liability, unless
the Company shall, so often as reasonably requested, furnish Action with
satisfactory indemnity against such expense or liability. Action shall be
without liability to the Company, and is hereby indemnified from any liability
to third persons, from Action's refusal to perform any act in connection
with this agency, wherein reliance upon opinion of its counsel, Action in
good faith believes that such act may subject it or its officers or employees to
criminal liability or injunctive sanctions under any law of any state or of the
United States, and in particular, under the Securities Act of 1933. 

16. The Company may remove Action as Transfer Agent at any time
by giving a 30 day written notice in the form of a resolution from the Board of
Directors calling for such removal (a copy of such resolution shall be furnished
to Action) and upon the payment of any and all outstanding charges owed to
Action, plus a $1,500 close out fee. Action may resign as Transfer
Agent at any time giving written notice of such resignation to the Company at
its last known address. and thereupon its duties as Transfer Agent shall cease.


17. This agreement may not be assigned by Action without
express written consent of the Company. 

18. Action may increase its transfer rates as it deems
necessary, without notification to client. 

19. The Company was chartered under the laws of the State of
Nevada by Certificate of Incorporation filed in the office of the Secretary of
State on the 17th day of April, 2013. 

20. The total number of shares of each class of the securities
which the Company is now authorized to issue and the number thereof now issued
and outstanding is: 


	A. 	Class: 	 	Common 	 	 	Preferred - None 	 
	 	 	 	 	 	 	 	 
	B. 	Par Value : 	$	 0.001 	 	 		 
	 	 	 	 	 	 	 	 
	C. 	Authorized : 	 	70,000,000	 	 		 
	 	 	 	 	 	 	 	 
	D. 	Issued and Outstanding : 	 	30,000,000 	 	 	 	 



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21. The duly elected and qualified officers and directors of
this Corporation, all owners of more than 10% of the Company's outstanding stock
("principal shareholders") and all affiliates, as defined in SEC Rule 144(a)(1),
are as follows: 

	Name 	 	Title(s) 	 	Address 
	Juan Perez 	 	President 	 	CLL
      62B 32c-60, Bogota, Colombia 
	  	 	  	 	  
	  	 	  	 	  
	Nelson Rincon 	 	Secretary, Treasurer 	 	CLL
      14G 82 A 55, Bogota, Colombia 
	 	 	 	 	 
	
       

       
	 	 	 	 
	 	 	 	 	 
	
       

       
	 	 	 	 
	 	 	 	 	 
	
       

       
	 	 	 	 


22. That the name, address, and phone number of Counsel to the
Company is: 

	Name: D. Roger
      Glenn 
	Address: 124 Main
      Street, Ste 8, New Paltz NY 12561 
	Phone:
      845.256.8031 rglenn@glennandglenn.com
  


23. That the address, phone, and fax number of the Company to
which all communication are to be sent: 

	Address: To
      counsel as above 
	Phone: 
	Fax:



24. That the names and addresses of all past and present
Transfer Agents (other than Action) are: 

	None 
	 
	 


Agreed and entered into the day and year first written above.


	 	MITU Resources Inc. 	 	 	Action Stock Transfer Corporation 
	 	  	 	 	  
	 	____________________________ 	 	 	______________________________ 


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